UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2012

 

 

COVIDIEN PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ireland		001-33259		98-0624794
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

20 on Hatch, Lower Hatch Street

Dublin 2, Ireland

(Address of Principal Executive Offices, including Zip Code)

+353 (1) 438-1700

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Company’s Annual General Meeting of Shareholders on March 13, 2012, the shareholders

 

•

elected all ten of the Company’s nominees for director;

 

•

appointed Deloitte and Touche LLP to serve as the Company’s independent auditors for the fiscal year ending September 28, 2012 and authorized the Audit Committee to set the auditors’ remuneration;

 

•

approved, on an advisory basis, the compensation of the Company’s named executive officers described in the proxy statement;

 

•

authorized the Company and/or any subsidiary of the Company to make market purchases of Company shares;

 

•

authorized the price range at which the Company can reissue shares it holds as treasury shares (Special Resolution);

 

•

approved amendment of the Company’s Articles of Association to provide for escheatment in accordance with U.S. laws (Special Resolution); and

 

•

approved amendment of the Company’s Articles of Association to give the Board of Directors authority to declare non-cash dividends (Special Resolution).

Shares were voted on these proposals as follows:

Proposals 1(a)-(j). To re-elect ten (10) directors to hold office until the Company’s next Annual General Meeting of Shareholders:

 

Nominees				For				Against				Abstain				Broker Non-Votes
(a)		José E. Almeida			393,514,902				1,521,612				212,860				28,092,501
(b)		Craig Arnold			394,321,906				802,894				124,574				28,092,501
(c)		Robert H. Brust			394,252,123				869,605				127,646				28,092,501
(d)		John M. Connors, Jr.			386,915,398				8,211,152				122,824				28,092,501
(e)		Christopher J. Coughlin			394,257,896				866,787				124,691				28,092,501
(f)		Timothy M. Donahue			385,542,117				9,587,237				120,020				28,092,501
(g)		Randall J. Hogan, III			394,288,798				833,751				126,825				28,092,501
(h)		Martin D. Madaus			392,722,097				2,061,096				466,181				28,092,501
(i)		Dennis H. Reilley			392,975,558				2,147,635				126,181				28,092,501
(j)		Joseph A. Zaccagnino			394,319,810				797,991				131,573				28,092,501

Proposal 2. To appoint Deloitte & Touche LLP as the independent auditors of the Company for the fiscal year ending September 28, 2012 and authorize the Audit Committee to set the auditors’ remuneration:

 

For		Against				Abstain
418,203,668			4,897,809				240,398

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Proposal 3. To approve, on an advisory basis, the compensation of the Company’s named executive officers described in the Proxy Statement:

 

For		Against				Abstain				Broker Non-Votes
372,600,675			21,469,833				1,178,866				28,092,501

Proposal 4. To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares:

 

For		Against				Abstain
422,078,801			1,011,871				251,203

Proposal 5. To authorize, via special resolution, the price range at which Covidien can reissue shares that it holds as treasury shares:

 

For		Against				Abstain
370,226,928			51,025,534				2,089,413

Proposal 6. To amend, via special resolution, the Company’s Articles of Association to provide for escheatment in accordance with U.S. laws:

 

For		Against				Abstain
421,326,041			991,153				1,024,681

Proposal 7. To amend, via special resolution, the Company’s Articles of Association to give the Board of Directors the authority to declare non-cash dividends:

 

For		Against				Abstain				Broker Non-Votes
393,545,580			1,431,874				271,920				28,092,501

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

3.1	Memorandum and Articles of Association, as amended March 13, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 16, 2012

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EXHIBIT INDEX

 

Exhibit No.		Exhibit Name
3.1		Memorandum and Articles of Association, as amended March 13, 2012.